----

**SECURITIES AND EXCHANGE COMMISSION**Washington, DC 20549

**Form 10‐Q/A-1**

QuarterlyReport Under Section 13 or 15(d)of the Securities Exchange Act of 1934
|                                 | For QuarterEnded June 30, 2002 |                                                     | CommissionFile Number 0‐8640 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|

****

**SYNCORINTERNATIONAL CORPORATION**(Exact name of registrant as specified inits charter)

|                                                   |                                                       |                                     |
|---------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|
| **Delaware**                                      |                                                                                                                                                                                                                                                                                                                                | **85‐0229124**                |
| (State orother jurisdiction of                    |                                                                                                                                                                                                                                                                                                                                | (I.R.S.Employer Identification No.) |
| incorporation or organization)                    |                                                                                                                                                                                                                                                                                                                                |                                     |
|                                         |                                                                                                                                                                                                                                                                                                                                |                                     |
| **6464Canoga Avenue, Woodland Hills, California** |                                                                                                                                                                                                                                                                                                                                | **91367**                           |
| (Address ofprincipal executive offices)           |                                                                                                                                                                                                                                                                                                                                | (ZipCode)                           |
|                                                   |                                                                                                                                                                                                                                                                                                                                |                                     |

  

**(818)737-4000**(Registrant's telephone number, includingarea code)

  

Indicate by check markwhether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days.

**Yes   X    No  ___**

  

Indicate the number ofshares outstanding of each of the issuer's classes of common stock,as of the latest practicable date.  As of July 31, 2002,25,404,647 shares of $.05 par value common stock wereoutstanding.

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**INDEX**
|                                                                                                                                                  |                                                                                                                                                                                                                                                                            |                                                  | **Page** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|----------|
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  | PartI.    Financial Information                                                                                                                                                                                                                        |                                                  |          |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                          |        Item1.  Condensed Consolidated FinancialStatements                                                                                                                                                                     |          |          |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |                BalanceSheets as of June 30, 2002 and December 31,2001.........................                                                          |                                                  | 4        |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |                Statementsof Income for Three Months Ended June 30, 2002 and2001...........                                                                                       |                                                  | 5        |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |                Statementsof Income for Six Months Ended June 30, 2002 and2001..............                                                                                 |                                                  | 6        |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |                Statementsof Cash Flows for Six Months Ended June 30, 2002 and2001.........                                                                                       |                                                  | 7        |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |                Notesto Condensed Consolidated FinancialStatements..............................                                               |                                                  | 8        |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |        Item2.  Management’s Discussion and Analysis ofFinancialCondition.................                                                                                                      |                                                  | 15       |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  |        Item3.  Quantitative and Qualitative Disclosures about MarketRisk.....................                                                                                              |                                                  | 20       |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  | PartII.   OtherInformation............................................................................                         |                                                  | 21       |
|                                                                                                                                        |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                  | Signature................................................................................................. |                                                  | 23       |

2

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**EXPLANATORY NOTE**

On June 14, 2002, SyncorInternational Corporation entered into an agreement and plan ofmerger with Cardinal Health, Inc. and its wholly-owned subsidiary,Mudhen Merger Corp., pursuant to which Mudhen Merger Corp. willmerge into Syncor and we will become a wholly-owned subsidiary ofCardinal Health upon the satisfaction of various conditions,including approval of the merger agreement by ourstockholders.  Also on June 14, 2002, we announced ourdecision to discontinue certain of our operations, including: ourU.S. medical imaging business operated under our subsidiary,Comprehensive Medical Imaging, Inc. (previously a separate segmentfor reporting purposes); certain overseas locations; and ourbrachytherapy seeds manufacturing operations.  The mergeragreement requires the filing of a proxy statement, which willincorporate by reference our Form 10-K for the year ended December31, 2001, our Form 10-Q for the quarter ended March 31, 2002, andour Form 10-Q for the quarter ended June 30, 2002. 

This Form 10-Q/A-1 alsoincludes certain additional disclosures required by the Staff ofthe Securities and Exchange Commission.  We are also filingwith this Form 10-Q/A-1, as Exhibit 99.1, the Certification of CEOand CFO required by Section 906 of the Sarbanes-Oxley Act of2002.

3

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**Item 1.**

**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets(Unaudited)**(in thousands)****
|                                                                                                                                                    | **JUNE 30,2002**          | **              ** | **DECEMBER31, 2001** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|------------------------------------------------------------------------------------------|----------------------|---|
| **ASSETS**                                                                                                                                         |                           |                                                                                          |                      |   |
| Current assets:                                                                                                                                    |                           |                                                                                          |                      |   |
|        Cashand cash equivalents                                                                                 | $   10,000 |                                                                                          | $  17,634  |   |
|        Short‐terminvestments                                                                              | 6,754                     |                                                                                          | 10,215               |   |
|        Tradereceivables, net                                                                                    | 113,057                   |                                                                                          |  97,003         |   |
|        Inventory                                                                                                | 28,224                    |                                                                                          | 28,879               |   |
|        Prepaidsand other current assets                                                                         | 22,106                    |                                                                                          | 19,215               |   |
|        Totalassets – discontinued operations (note 2)                                                     | 283,541                   |                                                                                          | 283,154              |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|             Total current assets                                                       | 463,682                   |                                                                                          | 456,100              |   |
|                                                                                                                                          |                           |                                                                                          |                      |   |
| Marketable investmentsecurities                                                                                                                    | 508                       |                                                                                          | 1,006                |   |
| Property and equipment,net                                                                                                                         |  96,677              |                                                                                          | 86,812               |   |
| Excess of purchase priceover net assets acquired, net                                                                                              |  35,771              |                                                                                          | 30,498               |   |
| Other assets                                                                                                                                       | 14,543                    |                                                                                          | 13,425               |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|                                                                                        | $611,181                  |                                                                                          | $587,841             |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
| **LIABILITIES ANDSTOCKHOLDERS' EQUITY**                                                                                                            |                           |                                                                                          |                      |   |
| Currentliabilities:                                                                                                                                |                           |                                                                                          |                      |   |
|        Accountspayable                                                                                          | $  67,549       |                                                                                          | $  62,021  |   |
|        Accruedliabilities                                                                                       | 45,226                    |                                                                                          | 13,982               |   |
|        Accruedwages and related costs                                                                           | 15,225                    |                                                                                          | 13,149               |   |
|        Federaland state taxes payable                                                                           | 7,421                     |                                                                                          | 4,530                |   |
|        Currentmaturities of long-term debt                                                                      |  1,897               |                                                                                          |  6,345          |   |
|        Totalliabilities – discontinued operations (note 2)                                                | 209,595                   |                                                                                          | 215,635              |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|             Totalcurrent liabilities:                                                  | 346,913                   |                                                                                          | 315,662              |   |
|                                                                                                                                          |                           |                                                                                          |                      |   |
| Long-term debt, net ofcurrent maturities                                                                                                           |  31,493              |                                                                                          |  35,118         |   |
| Deferred taxes                                                                                                                                     |  2,439               |                                                                                          | 2,233                |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
| Stockholders'equity:                                                                                                                               |                           |                                                                                          |                      |   |
|        Commonstock, $.05 par value                                                                              | 1,428                     |                                                                                          | 1,420                |   |
|        Additionalpaid-in capital                                                                                | 127,193                   |                                                                                          | 124,909              |   |
|        Notesreceivable-related parties                                                                          | (3,337                    | )                                                                                        | (6,197               | ) |
|        Accumulatedother comprehensive income                                                                    | (4,814                    | )                                                                                        | (3,653               | ) |
|        Retainedearnings                                                                                         | 147,802                   |                                                                                          | 151,888              |   |
|        Treasurystock, at cost; 3,750 shares at June 30, 2002and         |                           |                                                                                          |                      |   |
|              3,575shares at December 31, 2001                                     | (37,936                   | )                                                                                        | (33,539              | ) |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|             Totalstockholders' equity                                                  | 230,336                   |                                                                                          | 234,828              |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |
|                                                                                                                                                    | $611,181                  |                                                                                          | $587,841             |   |
|                                                                                                                                                    |                           |                                                                                          |                      |   |

*See notes to condensedconsolidated financial statements.*

4

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Income(Unaudited)**(in thousands, except per sharedata)
|                                                                  | **THREEMONTHS ENDED JUNE 30, **   |
|------------------------------------------------------------------|----------------------------------------|
|                                                                  | **2002     ** | **2001** |
|                                                                  |                                        |
| Net sales                                                        | $189,322                               |            | $144,377 |     |
|                                                                  |                                        |  |  |  |
| Cost of sales                                                    | 128,728                                |  | 100,320 |  |
|                                                                  |                                        |  |  |  |
|        Grossprofit            | 60,594                                 |  | 44,057 |  |
|                                                                  |                                        |  |  |  |
| Operating, selling andadministrative expenses                    | 42,008                                 |  | 23,584 |  |
|                                                                  |                                        |  |  |  |
| Depreciation andamortization                                     | 4,789                                  |  | 3,616 |  |
|                                                                  |                                        |  |  |  |
|        Operatingincome        | 13,797                                 |  | 16,857 |  |
|                                                                  |                                        |  |  |  |
| Other income (expense),net                                       | 169                                    |  | (548 | ) |
|                                                                  |                                        |  |  |  |
| Income from continuingoperations before taxes                    | 13,966                                 |  | 16,309 |  |
|                                                                  |                                        |  |  |  |
| Provision for incometaxes                                        | 5,377                                  |  | 6,184 |  |
|                                                                  |                                        |  |  |  |
| Income from continuingoperations                                 | $8,589                                 |  | $10,125 |  |
|                                                                  |                                        |  |  |  |
| Income (loss) fromdiscontinued operations, net of taxes          | (23,583                                | ) | 857 |  |
|                                                                  |                                        |  |  |  |
| Net income(loss)                                                 | $(14,994                               | ) | $10,982 |  |
|                                                                  |                                        |  |  |  |
| Net income (loss) pershare – Basic:                        |                                        |  |  |  |
|                                                                  |                                        |  |  |  |
|        Continuingoperations   | $0.34                                  |  | $0.41 |  |
|        Discontinuedoperations | ($0.95                                 | ) | $0.03 |  |
|                                                                  |                                        |  |  |  |
| Net income (loss) pershare                                       | ($0.61                                 | ) | $0.44 |  |
|                                                                  |                                        |  |  |  |
| Net income (loss) pershare – Diluted:                      |                                        |  |  |  |
|                                                                  |                                        |  |  |  |
|        Continuingoperations   | $0.32                                  |  | $0.38 |  |
|        Discontinuedoperations | ($0.88                                 | ) | $0.03 |  |
|                                                        |                                        |  |  |  |
| Net income (loss) pershare                                       | ($0.56                                 | ) | $0.41 |  |
|                                                        |                                        |  |  |  |
| Weighted average sharesoutstanding – Basic                 | 24,782                                 |  | 24,766 |  |
|                                                        |                                        |  |  |  |
| Weighted average sharesoutstanding – Diluted               | 26,880                                 |  | 26,936 |  |
|                                                                  |                                        |  |  |  |

*See notes to condensedconsolidated financial statements.*

5

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Income(Unaudited)**(in thousands, except per sharedata)
|                                                                                      | **SIXMONTHS ENDED JUNE 30, ** |
|--------------------------------------------------------------------------------------|------------------------------------|
|                                                                                      | **2002**                           | **       ** | **2001** |  |
|                                                                                      |                                    |  |  |  |
|                                                                            |                                    |  |  |  |
| Net sales                                                                            | $362,900                           |  | $284,470 |  |
|                                                                                      |                                    |  |  |  |
| Cost of sales                                                                        | 247,302                            |  | 198,194 |  |
|                                                                                      |                                    |  |  |  |
|        Grossprofit                                | 115,598                            |  | 86,276 |  |
|                                                                                      |                                    |  |  |  |
| Operating, selling andadministrative expenses                                        | 74,359                             |  | 45,352 |  |
|                                                                                      |                                    |  |  |  |
| Depreciation andamortization                                                         | 9,602                              |  | 7,323 |  |
|                                                                                      |                                    |  |  |  |
|        Operatingincome                            | 31,637                             |  | 33,601 |  |
|                                                                                      |                                    |  |  |  |
| Other expense,net                                                                    | (915                               | ) | (1,508 | ) |
|                                                                                      |                                    |  |  |  |
| Income from continuingoperations before taxes                                        | 30,722                             |  | 32,093 |  |
|                                                                                      |                                    |  |  |  |
| Provision for incometaxes                                                            | 11,827                             |  | 12,506 |  |
|                                                                                      |                                    |  |  |  |
| Income from continuingoperations                                                     | $18,895                            |  | $19,587 |  |
|                                                                                      |                                    |  |  |  |
| Income (loss) fromdiscontinued operations, net oftaxes      | (22,981                            | ) | 1,602 |  |
|                                                                                      |                                    |  |  |  |
| Net income(loss)                                                                     | ($4,086                            | ) | $21,189 |  |
|                                                                                      |                                    |  |  |  |
| Net income (loss) pershare – Basic:                                            |                                    |  |  |  |
|                                                                                      |                                    |  |  |  |
|        Continuingoperations                       | $0.76                              |  | $0.80 |  |
|        Discontinuedoperations                     | ($0.93                             | ) | $0.07 |  |
|                                                                                      |                                    |  |  |  |
| Net income (loss) pershare                                                           | ($0.17                             | ) | $0.87 |  |
|                                                                                      |                                    |  |  |  |
| Net income (loss) pershare – Diluted:                                          |                                    |  |  |  |
|                                                                                      |                                    |  |  |  |
|        Continuingoperations                       | $0.71                              |  | $0.72 |  |
|        Discontinuedoperations                     | ($0.86                             | ) | $0.06 |  |
|                                                                                      |                                    |  |  |  |
| Net income (loss) pershare                                                           | ($0.15                             | ) | $0.78 |  |
|                                                                                      |                                    |  |  |  |
| Weighted average sharesoutstanding – Basic                                     | 24,774                             |  | 24,439 |  |
|                                                                                      |                                    |  |  |  |
| Weighted average sharesoutstanding – Diluted                                   | 26,786                             |  | 27,008 |  |

*See notes to condensedconsolidated financial statements*

6

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)**(in thousands)
|                                                                                                                      | **SIXMONTHS ENDED JUNE 30,  ** |
|----------------------------------------------------------------------------------------------------------------------|------------------------------------------|
|                                                                                                                      |                                          | **2002** | **2001   ** |
|                                                                                                                      |                                          |  |  |  |
| Cash flows from operatingactivities:                                                                                 |                                          |    |  |  |
| Net income(loss)                                                                                                     | ($4,086                                  | ) | $21,189 |  |
| Adjustments to reconcilenet income (loss) to net                                                                     |                                          |  |  |  |
|     cash provided byoperating activities:                                                        |                                          |  |  |  |
|         Loss(income) from discontinued operations                            | 22,981                                   |  | (1,602 | ) |
|         Depreciationand amortization                                         | 9,602                                    |  | 7,323 |  |
|         Provisionfor losses on receivables                                   | 798                                      |  | 363 |  |
|         Amortizationof loan guarantee                                        | -                                        |  | 842 |  |
|         Changesin operating assets and liabilities, net ofacquisitions:      |                                          |  |  |  |
|               Tradereceivables                 | (17,444                                  | ) | (12,379 | ) |
|               Inventory                        | 534                                      |  | 42,270 |  |
|               Prepaidsand other current assets | (2,936                                   | ) | (2,522 | ) |
|               Otherassets                      | (238                                     | ) | 1,781 |  |
|               Accountspayable                  | 5,496                                    |  | (24,156 | ) |
|               Accruedliabilities               | 32,596                                   |  | (1,768 | ) |
|               Accruedwages and related costs   | 2,086                                    |  | (6,438 | ) |
|               Federaland state taxes payable   | 4,143                                    |  | 1,452 |  |
|               Deferredtaxes                    | 206                                      |  | 1,476 |  |
|                                                                                                                      |                                          |  |  |  |
|     Net cash provided byoperating activities                                                     | 53,738                                   |  | 27,831 |  |
|                                                                                                                      |                                          |  |  |  |
| Cash flows from investingactivities:                                                                                 |                                          |  |  |  |
|         Purchaseof property and equipment, net                               | (14,242                                  | ) | (15,910 | ) |
|         Acquisitionsof businesses, net of cash acquired                      | (6,446                                   | ) | (4,765 | ) |
|         Netdecrease (increase) in short-term investments                     | 3,428                                    |  | (1,297 | ) |
|         Netdecrease (increase) long-term investment                          | 498                                      |  | (3 | ) |
|         Unrealizedgain on investments                                        | 2                                        |  | 3 |  |
|                                                                                                                      |                                          |  |  |  |
|         Netcash used in investing activities                                 | (16,760                                  | ) | (21,972 | ) |
|                                                                                                                      |                                          |  |  |  |
| Cash flows from financingactivities:                                                                                 |                                          |  |  |  |
|         Proceedsfrom long-term debt                                          | -                                        |  | 39,362 |  |
|         Repaymentof long-term debt                                           | (12,862                                  | ) | (6,622 | ) |
|         Notesreceivable-related parties                                      | 2,860                                    |  | 11,469 |  |
|         Issuanceof common stock                                              | 1,118                                    |  | 5,320 |  |
|         Reacquisitionof common stock for treasury                            | (4,397                                   | ) | (13,927 | ) |
|         Loansto discontinued operations (Note 2)                             | (27,288                                  | ) | (35,101 | ) |
|                                                                                                                      |                                          |  |  |  |
|         Netcash (used in) provided by financing activities                   | (40,569                                  | ) | 501 |  |
|                                                                                                                      |                                          |  |  |  |
|         Netchange in cash and cash equivalents                               | (3,591                                   | ) | 6,360 |  |
|                                                                                                                      |                                          |  |  |  |
|         Effectof exchange rate on cash                                       | 290                                      |  | (50 | ) |
|                                                                                                                      |                                          |  |  |  |
|         Cashfrom discontinued operations (Note 2)                            | (4,333                                   | ) | 3,099 |  |
|                                                                                                                      |                                          |  |  |  |
|         Cashand cash equivalents at beginning of period                      | 17,634                                   |  | 19,498 |  |
|                                                                                                                      |                                          |  |  |  |
|         Cashand cash equivalents at end of period                            | $ 10,000                            |  | $28,907 |  |
|                                                                                                                      |                                          |  |  |  |

*See notes to condensedconsolidated financial statements.*

7

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**Notes toCondensed Consolidated Financial Statements**

**1.          GENERAL.**  The accompanying unaudited condensed consolidatedfinancial statements have been prepared in accordance withaccounting principles generally accepted in the United States ofAmerica for interim financial information and with the instructionsto Form 10‐Q.  Accordingly, they do not include all ofthe information and footnotes required by accounting principlesgenerally accepted in the United States of America for completefinancial statements.  In the opinion of management, alladjustments (consisting only of normal recurring accruals)considered necessary for a fair presentation have been included.The results for the six months ended June 30, 2002, are notnecessarily indicative of the results to be expected for the fullyear.  For further information, refer to the consolidatedfinancial statements and footnotes thereto included in our AnnualReport on Form 10-K/A-1 for the year ended December 31, 2001.Certain line items in the prior year’s consolidated condensedfinancial statements presented herein have been reclassified toconform to the current year’s presentation.

**2.          MERGERAGREEMENT, DISCONTINUED OPERATIONS AND OTHERCHARGES.**On June 14, 2002, we entered intoan agreement and plan of merger with Cardinal Health Inc. (CardinalHealth) and its wholly owned subsidiary, Mudhen Merger Corp. Underthe terms and subject to the conditions of the agreement, we willbecome a wholly owned subsidiary of Cardinal Health. The mergeragreement provides for Syncor stockholders to receive 0.52 CardinalHealth shares for each Syncor share they own.  Pursuant tocertain terms and conditions in the merger agreement, if theagreement is terminated we could be required to pay Cardinal Healthtermination fees ranging from $4,000,000 to $24,125,000. Theobligation to pay, and the amount of such fees are based upon thecircumstances relating to the termination.  The transaction isexpected to be completed by the end of 2002, subject to thesatisfaction of customary conditions, including Syncor stockholderapproval.  Syncor’s stockholder meeting is expected totake place in the fall of 2002.

We also announced on June14, 2002 our decision to discontinue certain operations includingour medical imaging business-CMI (a separate segment for reportingpurposes), certain overseas locations and the brachytherapy seedsmanufacturing operations of the Pharmacy Services Business. On June14, 2002, we recorded net after-tax charges in discontinuedoperations for severance, impairment of assets held for sale andother charges totaling $24.9 million or $0.93 per fully dilutedshare. Included in discontinued operations was a net after taxcharge of $11.2 million or $0.42 per fully diluted share forCMI.  Of this total, $1.5 million related to our change inestimates for contractual allowances, $4.2 million related to thechange in estimated reserves for bad debt, $1.1 million related toa write-down of existing costs of a billing system that would nolonger be utilized and $4.4 million related to severanceexpenses.  The adjustments to contractual allowances and baddebt reserves were made after extensive reviews of our billing andcollection processes completed in June 2002. Included in thesereviews were recommendations from outside consultants forenhancements to our reporting systems and methodology forestimating and recording our contractual allowances and bad debtreserves.  Based upon these refinements and improvements weidentified the need for an adjustment to contractual allowances andbad debt reserves. The timing of the changes to these estimates forcontractual allowances and bad debt reserves was not related to thedecision to discontinue the operations of CMI. The charges relatingto our overseas business totaled $13.2 million, net after taxes. Ofthis amount, $1.0 million related to severance charges with theremaining $12.2 million related to asset impairment charges. The $0.5 million of charges related to the seeds manufacturingfacilities was for the discontinuance of seedsproduction. 

We are marketing each ofthe discontinued operations for sale with the exception of theseeds business, which has been closed, and an investment in Brazil,which has been terminated.  We are considering offers for thesale of our imaging business in the U.S. and Puerto Rico (seeSubsequent Events information in note 10).  We are also invarious stages of discussions with U.S. and local foreign buyersfor the sale of our discontinued overseas operations.  Weexpect to complete these transactions within one year from our June14, 2002 announcement to discontinue these operations as prescribedby the Financial Accounting Standards Board(FASB), in SFAS No. 144, *Accountingfor the Impairment or Disposal of Long-LivedAssets*.  We recorded severance related accrualsboth in our overseas business and CMI in accordance with theprovisions of the FASB, Emerging Issues TaskForce (EITF) No. 94-3 *Liability Recognition for CertainEmployee Termination Benefits and Other Costs to Exit an Activity(including Certain Costs Incurred in a Restructuring).* Further,there were no material changes in the severance related accrualsnor any payments charged against this liability from the date ofannouncement through June 30, 2002, thus no additional disclosuresneed to be made in this Form 10-Q/A-1. We will disclose the changesin the severance related accruals in accordance with EITF No. 94-3in future filings.

Our June 14, 2002announcement also included a special charge to earnings of $5.0million ($3.1 million net of tax or $0.11 per fully diluted share).Of this amount $2.5 million related to severance and informationtechnology reorganization costs and $0.6 million related toexpenses arising from the transaction with CardinalHealth.

8

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The merger agreement forthe Cardinal Health transaction requires the filing of a proxystatement which will incorporate by reference the Forms 10-Q forthe quarters ended June 30, 2002 and March 31, 2002 and the Form10-K for the year ended December 31, 2001.  We are filing thisForm 10-Q/A-1 to reflect certain additional disclosures requestedby the staff of the Securities and Exchange Commission.

The following representsincome statement data from the discontinued operations:

**Income statementdata:**
|                                          |                                                  | **ForThree Months Ended** |                          | **For SixMonths Ended**            |
|------------------------------------------|--------------------------------------------------|---------------------------|--------------------------|------------------------------------|
|                                          |                                                  | **June 30,2002**          |                          | **June 30,2001**                   |  | **June 30,2002** |  | **June 30,2001** |
|                                          |                                                  |                           |                          |                                    |  |  |  |  |
| Revenues                                 |          | $40,157              |      | $43,315                            |      | $  82,063  |      | $84,638 |
| Costs andexpenses                        |                                                  | 72,265               |                          | 41,901                             |  | 113,189  |  | 81,997 |
|                                          |                                                  |                           |                          |                                    |  |  |  |  |
| Operating income(loss)                   |                                                  | (32,108                   | )                        | 1,414                              |  | (31,126 | ) | 2,641 |
| Income tax expense(benefit)              |                                                  | (8,525                    | )                        | 557                                |  | (8,145 | ) | 1,039 |
|                                          |                                                  |                           |                          |                                    |  |  |  |  |
| Income (loss)from                        |                                                  |                           |                          |                                    |  |  |  |  |
|    discontinuedoperations |                                                  | ($23,58                   | )                        | $     857 |  | ($22,981 | ) | $  1,602 |

The following tablesummarizes the major assets and liabilities for discontinuedoperations. The inter-company payables and stockholders’deficit are eliminated in consolidation and therefore do not appearon the face of the balance sheet. The discontinued balance sheet isas follows:
|                                                                          | **June 30,2002**    | **          ** | **December31, 2001** |   |
|--------------------------------------------------------------------------|---------------------|------------------------------------------------------------------|----------------------|---|
|                                                                          |                     |                                                                  |                      |   |
| Current assets                                                           | $  68,673 |                                                                  | $  74,450  |   |
| Property andequipment                                                    | 96,046              |                                                                  | 90,552               |   |
| Intangibles andgoodwill                                                  | 118,822             |                                                                  | 118,152              |   |
|                                                                          |                     |                                                                  |                      |   |
| Total assets                                                             | $283,541            |                                                                  | $283,154             |   |
|                                                                          |                     |                                                                  |                      |   |
| Currentliabilities                                                       | $  34,114 |                                                                  | $30,088              |   |
| Long-term debt                                                           | 163,397             |                                                                  | 175,531              |   |
| Inter-companypayables                                                    | 94,224              |                                                                  | 68,381               |   |
| Deferred taxes                                                           | 9,808               |                                                                  | 8,463                |   |
| Otherliabilities                                                         | 2,276               |                                                                  | 1,553                |   |
| Stockholdersdeficit                                                      | (20,278             | )                                                                | (862                 | ) |
|                                                                          |                     |                                                                  |                      |   |
| Total liabilities andstockholders’ deficit     | $283,541            |                                                                  | $283,154             |   |

Included in the June 30,2002 long-term debt are borrowings from bank financings ofapproximately $120.1 million with the remainder primarily capitalleases generally with five-year terms.  The bank borrowingsare unsecured and payable in a lump sum on May 1, 2006 with afloating interest rate of Libor plus 1.625% or primerate.

Of the $27.2 million and$35.1 million of loans to discontinued operations included in thestatement of cash flows for the six months ended June 30, 2002 and2001, respectively, approximately $1.8 million and $8.0 millionrepresent loans to CMI (our medical imaging business) for operatingcash purposes for each respective period.  In addition,approximately $26.5 million and $25.9 million represent loans madeto our discontinued overseas businesses for operating cash andacquisition purposes during the six months ended June 31, 2002 and2001, respectively. Approximately $1.1 million and $1.2 millionrepresent payment from and loans to our discontinued seedsmanufacturing business for operating cash purposes during the sixmonths ended June 30, 2002 and 2001, respectively.  Theseloans are comprised of short-term inter-company loans.  Theseinter-company loans are eliminated in consolidation, except for thestatement of cash flows, which reflects the lending activitiesbetween the continuing and discontinued operations in order toprovide disclosure of such activity.

9

----

The remaining notes to thefinancial statements have been restated (except for Note 9 relatingto acquisitions) to only address/disclose information relevant tothe continuing operations.

**3.          SUMMARYOF CRITICAL ACCOUNTING POLICIES AND ESTIMATES.**

Our critical accountingpolicies and estimates are as follows:

**RevenueRecognition*.***We recognize ourrevenue primarily from two sources: (i) product revenue, whichincludes sales from our radiopharmacies, and (ii) service revenue,primarily from our international imaging businesses and ourcardiology management services.  Management makes fewestimates or judgments in the recording of revenues and as such fewif any changes are expected in the recording of revenues. Revenues are booked based upon delivery of product to ourcustomers.  Since most of our products are compounded withradioactive materials, most have a very short useful life ofapproximately six hours.  Due to this short life and the factthat most items are ordered for specific patients based on adoctor’s prescription, we receive very few returns ofproduct.  These returns are generally handled in the samemonth so future revenues are not impacted and no significantallowances for returns are necessary.  Service revenues arebooked at the time of service.  Allowances are made forcontracts and bad debts in the same month as the service revenue isbooked.  Service revenues constitute less than 3% of ouroverall net revenues.

Cardiolite salesrepresented $95.8 million and $79.9 million, or approximately 50.6%and 55.3%, of our total sales during the quarters ended June 30,2002 and 2001, respectively. Cardiolite sales represented $184.4million and $156.9 million, or approximately 50.8% and 55.1%, ofour total sales during the six months ended June 30, 2002 and 2001,respectively.

**Estimating ValuationAllowances for Doubtful Accounts***.*The preparation of financialstatements requires our management to make estimates andassumptions on the collectibility of our accounts receivable.Management specifically analyzes historical bad debts, customerconcentrations, customer credit-worthiness, current economictrends, aging of accounts and changes in payment terms whenevaluating the adequacy of the allowance for doubtful accounts. Anychanges in these estimates or assumptions could cause materialdifferences in recorded allowances.

**Valuation of Long-LivedAssets and Goodwill*.***  Weassess the impairment of identifiable intangibles, long-livedassets and related goodwill and enterprise level goodwill wheneverevents or changes in circumstances indicate that the carrying valuemay not be recoverable. Factors we consider important which couldtrigger an impairment review include the following:
|           | •     | significantunderperformance relative to expected historical or projectedfuture operating results;           |
|--------------------------------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                   | •     | significant changes in themanner of our use of the acquired assets or the strategy for ouroverall business; |
|                                                   | •     | significant negativeindustry or economic trends; and                                                        |
|                                                   | •     | our market capitalizationrelative to net book value.                                                        |
|                                                        |                                |                                                                                                             |

**NEW ACCOUNTING STANDARDS.**  In July 2001, the Financial Accounting StandardsBoard (FASB) issued Statement of Accounting Standards SFAS No. 141,*Business Combinations* and SFAS No. 142 *Goodwill and OtherIntangible Assets*.  SFAS requires that the purchase methodof accounting be used for all business combinations completed afterJune 30, 2001, clarifies the recognition of intangible assetsseparately from goodwill and requires that unallocated negativegoodwill be written off immediately as an extraordinary gain. SFASNo. 142, which was effective for fiscal years beginning afterDecember 15, 2001, requires that ratable amortization of goodwillbe replaced with periodic tests of goodwill impairment and thatintangible assets, other than goodwill, which have determinableuseful lives, be amortized over their useful lives. The Company hasadopted these accounting standards effective January 1, 2002 andhas determined in the transitional impairment analysis, that basedupon the value of the proposed merger agreement and anticipatedsales values of discontinued business assets that there has been noimpairment. There were no adjustments to identifiable intangibleassets’ useful lives or recorded balances as a result of theadoption of SFAS No.142. We will perform an annual impairmentanalysis of goodwill as required by SFAS No. 142.  Thefollowing is a reconciliation of net income and earnings per sharebetween the amounts reported for the three and six months endedJune 30, 2001 and the adjusted amounts reflecting these newaccounting rules:

10

----

| ****
********(Dollars in thousands, except pershare data)**       | ** **                     | **ThreeMonths Ended, June 30, 2002**                    | ** **               | **ThreeMonths Ended, June 30, 2001** | ** **               | **SixMonths Ended June 30, 2002**                       | ** **               | **SixMonths Ended June 30, 2001** |
|-------------------------------------------------------------------|--------------------------------|---------------------------------------------------------|--------------------------|--------------------------------------|--------------------------|---------------------------------------------------------|--------------------------|-----------------------------------|
|                                                         |       |                                                         |      |                                      |      |                                                         |      |                                   |
| Net income                                                        |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |
|      Reported net income(loss)           |                                | ($14,994                                                | )                        | $10,982                              |                          | ($4,086                                                 | )                        | $21,189                           |
|      Goodwillamortization (net of taxes) |                                |          - |                          | 929                                  |                          |          - |                          | 1,847                             |
|      Adjusted netincome                  |                                | ($14,994                                                |                          | $11,911                              |                          | ($4,086                                                 | )                        | $23,036                           |
|                                                         |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |
| Earnings per share: Basic                                    |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |
|      Reported                            |                                | ($0.61                                                  | )                        | $    0.44        |                          | ($0.17                                                  | )                        | $    0.87     |
|      Goodwill                            |                                | 0.00                                                    |                          | 0.04                                 |                          | 0.00                                                    |                          | 0.08                              |
|      Adjusted earningsper share          |                                | ($0.61                                                  | )                        | $    0.48        |                          | ($0.17                                                  | )                        | $    0.95     |
|                                                         |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |
| Earnings per share: Diluted                                  |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |
|      Reported                            |                                | ($0.56                                                  | )                        | $    0.41        |                          | ($0.15                                                  | )                        | $    0.78     |
|      Goodwill                            |                                | 0.00                                                    |                          | 0.03                                 |                          | 0.00                                                    |                          | 0.07                              |
|      Adjusted earningsper share          |                                | ($0.56                                                  | )                        | $    0.44        |                          | ($0.15                                                  | )                        | $    0.85     |
|                                                                   |                                |                                                         |                          |                                      |                          |                                                         |                          |                                   |

In August 2001, theFinancial Accounting Standards Board (FASB) issued SFAS No. 144,*Accounting for the Impairment or Disposal of Long-LivedAssets* (SFAS No. 144), which supersedes both FASB Statement No.121, *Accounting for the Impairment of Long-Lived Assets and forLong-Lived Assets to Be Disposed Of* (SFAS No. 121) and theaccounting and reporting provisions of APB Opinion No. 30,*Reporting the Results of Operations—Reporting the Effectsof Disposal of a Segment of a Business, and Extraordinary, Unusualand Infrequently Occurring Events and Transactions* (Opinion30), for the disposal of a segment of a business (as previouslydefined in that Opinion).  SFAS No. 144 retains thefundamental provisions in SFAS No. 121 for recognizing andmeasuring impairment losses on long-lived assets held for use andlong-lived assets to be disposed of by sale, while also resolvingsignificant implementation issues associated with SFAS No.121.  SFAS No. 144 retains the basic provisions of Opinion 30on how to present discontinued operations in the income statementbut broadens that presentation to include a component of an entity(rather than a segment of a business).  Unlike SFAS No. 121,an impairment assessment under SFAS No. 144 will never result in awrite-down of goodwill.  Rather, goodwill is evaluated forimpairment under SFAS No. 142, *Goodwill and Other IntangibleAssets.*

The Company is required toadopt SFAS No. 144 no later than the year beginning after December15, 2001.  Accordingly, the Company adopted SFAS No. 144 inthe first quarter of 2002.  Management does not expect theadoption of SFAS No. 144 for long-lived assets held for use to havea material impact on the Company’s financial statementsbecause the impairment assessment under SFAS No. 144 is largelyunchanged from SFAS No. 121.  The provisions of SFAS No. 144for assets held for sale or other disposal generally are requiredto be applied prospectively after the adoption date to newlyinitiated disposal activities.  The adoption of SFAS No. 144impacted us as certain disposal groups qualified as discontinuedoperations and are presented accordingly in the accompanyingcondensed consolidated financial statements.

On August 16, 2001, theFASB issued SFAS No. 143, *Accounting for Asset RetirementObligations*.  The statement requires entities to recordthe fair value of a liability for legal obligations associated withthe retirement obligations of tangible long-lived assets in theperiod in which it is incurred.  When the liability isinitially recorded, the entity increases the carrying amount of therelated long-lived asset.  Over time, accretion of theliability is recognized each period, and the capitalized cost isdepreciated over the useful life of the related asset.  Uponsettlement of the liability an entity either settles the obligationfor its recorded amount or incurs a gain or loss uponsettlement.  The standard is effective for fiscal yearsbeginning after June 15, 2002, with earlier applicationencouraged.  We do not expect that the adoption of SFAS No.143 will have a material impact on the Company's results fromoperations.

In April 2002, the FASBissued SFAS No. 145 *Rescission of FASB Statements No. 4, 44 and64, Amendment of FASB Statement No. 13, and TechnicalCorrections* which requires that the extinguishment of debt notbe considered an extraordinary item under Opinion 30 *Reportingthe Results of Operations - Reporting the Effects of Disposal of aSegment of Business, and Extraordinary, Unusual and InfrequentlyOccurring Events and Transactions* unless the debtextinguishment meets the unusual in nature and infrequency ofoccurrence criteria in Opinion 30. SFAS No. 145 is effective forfiscal years beginning after May 15, 2002 and upon adoption,companies must reclassify prior period items that do not meet theextraordinary item classification criteria in Opinion 30. Theadoption of SFAS No. 145 is not expected to have a material impacton our financial position and results of operations.

11

----

On July 30, 2002, FASBissued Statement of Financial Accounting Standards(“SFAS”) No. 146, *Accounting for Costs Associatedwith Exit or Disposal Activities*.  SFAS No. 146 nullifiesEITF Issue No. 94-3, *Liability Recognition for Certain EmployeeTermination Benefits and Other Costs to Exit an Activity (includingCertain Costs Incurred in a Restructuring)*.  It requiresthat a liability be recognized for those costs only when theliability is incurred, that is, when it meets the definition of aliability in the FASB’s conceptual framework.  SFAS No.146 also establishes fair value as the objective for initialmeasurement of liabilities related to exit or disposalactivities.  SFAS No.146 is effective for exit or disposalactivities that are initiated after December 31, 2002, with earlieradoption encouraged.  The Company does not expect that theadoption of SFAS No. 146 will have a material impact on itsfinancial position or results from operations.

**5.          ****COMPREHENSIVE INCOME (LOSS). ** Othercomprehensive income (loss) includes foreign currency translationadjustments and net unrealized gains and losses on investments inequity securities. Such amounts are as follows:
| **For the three monthsended:**           |                    | **June 30,2002**  | **June 30,2001**   |             |
|------------------------------------------|--------------------|-------------------|--------------------|-------------|
|                                          |     | Before-Tax Amount |     | Tax Expense |      | Net-of-Tax Amount |      | Before-Tax Amount |     | Tax Expense |     | Net-of-Tax Amount |  |
|                                          |                    |                   |                    |
| Foreign currencytranslation adjustments  |                    | $(1,232           | )                  | $-          |  | $(1,232 | ) | $82 |  | $- |  | $82  |
|                                          |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
| Unrealized gains (losses)on investments: |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
| Unrealized holding gains(losses)         |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
|    arisingduring period   |                    | 3                 |                    | (1          | ) | 2 |  | - |  | - |  | - |  |
|                                          |                    |                   |                    |
| Other comprehensive income(loss)         |                    | (1,229            | )                  | (1          | ) | (1,230 | ) | 82 |  | - |  | 82 |  |
|                                          |                    |                   |                    |             |  |  |  |  |  |  |  |   |  |
| Net income(loss)                         |                    | (9,617            | )                  | (5,377      | ) | (14,994 | ) | 17,166 |  | (6,184 | ) | 10,982 |   |
|                                          |                    |                   |                    |
| Total comprehensive income(loss)         |                    | $(10,846          | )                  | $(5,378     | ) | $(16,224 | ) | $17,248 |  | $(6,184 | ) | $11,064 |  |
|                                |                    |                   |                    |
|                                          |                    |                   |                    |             |
| **For the six monthsended:**             |                    | **June 30,2002**  | **June 30,2001**   |             |
|                                          |     | Before-Tax Amount |     | Tax Expense |      | Net-of-Tax Amount |      | Before-Tax Amount |     | Tax Expense |     | Net-of-Tax Amount |  |
|                                          |                    |                   |                    |
| Foreign currencytranslation adjustments  |                    | $(1,163           | )                  | $-          |  | $(1,163 | ) | $(57 | ) | $- |  | $(57) |
|                                          |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
| Unrealized gains (losses)on investments: |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
| Unrealized holding gains(losses)         |                    |                   |                    |             |  |  |  |  |  |  |  |  |  |
|    arisingduring period   |                    | 3                 |                    | (1          | ) | 2 |  | - |  | (1 | ) | - |  |
|                                          |                    |                   |                    |
| Other comprehensive income(loss)         |                    | (1,160            | )                  | (1          | ) | (1,161 | ) | (53 | ) | (1 | ) | (54 | ) |
|                                          |                    |                   |
| Net income(loss)                         |                    | (7,741            | )                  | (11,827     | ) | (4,086 | ) | 34,734 |  | (13,545 | ) | 21,189 |  |
|                                          |                    |                   |                    |
| Total comprehensive income(loss)         |                    | $(6,581           | )                  | $(11,828    | ) | $(5,247 | ) | $34,681 |  | $(13,546 | ) | $21,135 |  |
|                                          |                    |                   |                    |

12

----

**6.          ****SEGMENT INFORMATION.**Syncor has identified two primary operating segments: U.S.Pharmacy Services and International Operations.  The thirdsegment, which was the U.S. Medical Imaging Business, has beenexcluded from this segment presentation since the operations havebeen discontinued. The international locations and seedsmanufacturing operations that have been discontinued have also beenexcluded from the segment presentation. Segment selection was basedupon internal organizational structures, the process by which theseoperations are managed and evaluated, the availability of separatefinancial results, and materiality considerations. Segment detailis summarized as follows:
|                                                    |                                                                                      | **THREEMONTHS ENDED,**                         |                                                |
|----------------------------------------------------|--------------------------------------------------------------------------------------|------------------------------------------------|------------------------------------------------|
|                                                    |                                                                                      | **June 30,2002**                               |                                                | **June 30,2001** |  |
|                                                    |                                                                                      |                                                |                                                |  |  |
| U.S. Pharmacy ServicesBusiness                     |                |                                                | **       ** |  |  |
|                                                    |                                                                                      |                                                |                                                |  |  |
|      Revenues   |                                                                                      | $178,125                                       |                                                | $137,633 |  |
|      OperatingIncome      |                                                                                      | $  25,090                            |                                                | $  20,722 |  |
|                                          |                                                                                      |                                                |                                                |  |  |
| InternationalOperations                            |                                                                                      |                                                |                                                |  |  |
|                                                    |                                                                                      |                                                |                                                |  |  |
|      Revenues             |                                                                                      | $  11,197                            |                                                | $    6,744 |  |
|      OperatingIncome      |                                                                                      | $       310 |                                                | $      112 |  |
|                                          |                                                                                      |                                                |                                                |  |  |
| UnallocatedCorporate                               |                                                                                      |                                                |                                                |  |  |
|                                                    |                                                                                      |                                                |                                                |  |  |
|      OperatingLoss        |                                                                                      | $ (11,603                                 | )                                              | $  (3,977 | ) |
|                                                      |                                                                                      | **SIXMONTHS ENDED,**                           |                                                |
|------------------------------------------------------|--------------------------------------------------------------------------------------|------------------------------------------------|------------------------------------------------|
|                                                      |                                                                                      | **June 30,2002**                               |                                                | **June 30,2001** |  |
|                                                      |                                                                                      |                                                |                                                |  |  |
| U.S. Pharmacy ServicesBusiness                       |                |                                                | **       ** |  |  |
|                                                      |                                                                                      |                                                |                                                |  |  |
|      Revenues     |                                                                                      | $342,127                                       |                                                | $270,840 |  |
|      OperatingIncome        |                                                                                      | $  49,078                            |                                                | $  40,977 |  |
|                                            |                                                                                      |                                                |                                                |  |  |
| InternationalOperations                              |                                                                                      |                                                |                                                |  |  |
|                                                      |                                                                                      |                                                |                                                |  |  |
|      Revenues               |                                                                                      | $  20,773                            |                                                | $  13,630 |  |
|      Operating Income(Loss) |                                                                                      | $       417 |                                                | $          (9 | ) |
|                                            |                                                                                      |                                                |                                                |  |  |
| UnallocatedCorporate                                 |                                                                                      |                                                |                                                |  |  |
|                                                      |                                                                                      |                                                |                                                |  |  |
|      OperatingLoss          |                                                                                      | $ (17,858                                 | )                                              | $   (7,367 | ) |

**7.          NETINCOME PER SHARE. **Basic earningsper share (EPS) amounts are computed by dividing earningsapplicable to common stockholders by the weighted average number ofshares outstanding. Diluted EPS amounts assume the issuance ofcommon stock for all potentially dilutive equivalentsoutstanding.  Anti-dilutive outstanding stock options of2,626,699 and 2,272,995 for the three months ended June 30, 2002and 2001 and 2,658,616 and 2,262,901 for the six months ended June30, 2002 and 2001, respectively have been excluded from the dilutedcalculation, respectively.

13

----

The reconciliation of thenumerator and denominators of the basic and diluted earnings pershare computations are as follows for the three and six monthsended June 30, 2002 and 2001:
|                                                      |                          | **THREEMONTHS ENDED,** |
|------------------------------------------------------|--------------------------|------------------------|
|                                                      |                          |                        | **June30, 2002** |  |  |  | **June30, 2001** |  |
|                                            |      | Income (Numerator)     |        | Shares (Denominator) |        | Per Share Amount |        | Income (Numerator) |        | Shares (Denominator) |        | Per Share Amount |
|                                                      |                          |                        |
| Net income(loss):                                    |                          |                        |  |  |  |  |  |  |  |  |  |  |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 8,589                  |  |  |  |  |  | 10,125 |  |  |  |  |
|      DiscontinuedOperations |                          | (23,583                | ) |  |  |  |  | 857 |  |  |  |  |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
| Basic EPS:                                           |                          |                        |  | 24,782 |  |  |  |  |  | 24,766 |  |  |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 8,589                  |  |  |  | $0.34 |  |  |  |  |  | $0.41 |
|      DiscontinuedOperations |                          | (23,583                | ) |  |  | ($0.95 | ) |  |  |  |  | $0.03 |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
| Effect of Dilutive StockOptions                      |                          |                        |  | 2,098 |  |  |  |  |  | 2,170 |  |  |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
| Diluted EPS:                                         |                          |                        |  | 26,880 |  |  |  |  |  | 26,936 |  |  |
|                                            |                          |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 8,589                  |  |  |  | $0.32 |  |  |  |  |  | $0.38 |
|      DiscontinuedOperations |                          | (23,583                | ) |  |  | ($0.88 | ) |  |  |  |  | $0.03 |
|                                                      |                          | **SIXMONTHS ENDED,** |
|------------------------------------------------------|--------------------------|----------------------|
|                                                      |                          |                      | **June30, 2002** |  |  |  | **June30, 2001** |  |
|                                            |      | Income (Numerator)   |        | Shares (Denominator) |        | Per Share Amount |        | Income (Numerator) |        | Shares (Denominator) |        | Per Share Amount |
|                                                      |                          |                      |
| Net income(loss):                                    |                          |                      |  |  |  |  |  |  |  |  |  |  |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 18,895               |  |  |  |  |  | 19,587 |  |  |  |  |
|      DiscontinuedOperations |                          | (22,981              | ) |  |  |  |  | 1,602 |  |  |  |  |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
| Basic EPS:                                           |                          |                      |  | 24,774 |  |  |  |  |  | 24,439 |  |  |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 18,895               |  |  |  | $0.76 |  | 19,587 |  |  |  | $0.80 |
|      DiscontinuedOperations |                          | (22,981              | ) |  |  | ($0.93 | ) | 1,602 |  |  |  | $0.07 |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
| Effect of Dilutive StockOptions                      |                          |                      |  | 2,012 |  |  |  |  |  | 2,569 |  |  |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
| Diluted EPS:                                         |                          |                      |  | 26,786 |  |  |  |  |  | 27,008 |  |  |
|                                            |                          |                      |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations   |                          | 18,895               |  |  |  | $0.71 |  | 19,587 |  |  |  | $0.73 |
|      DiscontinuedOperations |                          | (22,981              | ) |  |  | $0.86 |  | 1,602 |  |  |  | $0.06 |

14

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**8.          ****NOTES RECEIVABLE-RELATED PARTIES.**  We initiated a Senior Management Stock PurchasePlan effective June 16, 1998, pursuant to which our officers andkey employees purchased shares of Syncor stock.  The shareswere paid with a five-year interest bearing promissory note payableto us.  Interest on each note is payable on each anniversarydate, with the entire outstanding principal and unpaid interest dueon the fifth anniversary date.  As of June 30, 2002 we hadeight employees with loans outstanding of $3.3 million, as comparedto thirteen employees with $6.2 million outstanding at December 31,2001.

**9.          ****ACQUISITION OF BUSINESSES.** The summary below of acquisitionsthat we made in 2002 and 2001 reflect acquisitions made by ourcontinuing operations and discontinued operations.  We havenot made any amendments to this note to reflect the discontinuationof our CMI operations and certain overseas locations announced onJune 14, 2002.

During the second quarterof 2002, we acquired a radiopharmacy for a purchase price of $4.0million of which $3.5 million was allocated to goodwill and theremainder to other assets. In addition, we acquired a business,which provides health physics services to clinics and hospitalsthat handle radioactive materials for a purchase price of $0.6million.

During the second quarterof 2001, we entered into a management service agreement with anoncology clinic in Brazil for an investment of $1.8 million. In addition, we acquired a distributor and manufacturer ofradiopharmaceuticals in Australia for a purchase price of $0.7million plus the assumption of $0.2 million of debt.

**10.         SUBSEQUENTEVENTS****.**  During the secondquarter of 2002, one of our foreign subsidiaries received noticethat a medical group was intending to initiate arbitrationproceedings against our subsidiary, alleging that our subsidiarybreached the terms of a management agreement.  Our subsidiaryreceived formal notification of the arbitration in August2002.  The medical group is seeking $200,000 plus unspecifieddamages for lost profits and injuries to reputation, among otherclaims.  We believe that our subsidiary has adequate defensesto the claim, and in fact our subsidiary intends to file acounterclaim seeking compensation for lost profits and otherdamages specifically provided for in the managementagreement.  We have not accrued for any loss contingencyrelating to this claim because such an estimate cannot bemade.

In our June 14, 2002announcement regarding the discontinuation of CMI operations, weindicated that we were entertaining bids for the sale of CMI. Since that announcement, numerous potential buyers have conducteddue diligence on the CMI business.  During the quarter endedSeptember 30, 2002, we received various offers from potentialbuyers, and based on these offers, we believe that it is probablethat the sale of CMI will result in a loss on disposal to Syncor inthe range of $28 million to $35 million net after tax.  Basedon this information, we intend to recognize an asset impairmentcharge relative to CMI in the range of $28 million to $35 millionnet after tax in the quarter ended September 30, 2002.

**Item 2.**

**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESManagement's Discussion and Analysis of Financial Condition andResults of OperationsFor the Six Months Ended June 30, 2002 and 2001**

**SUMMARY OF CRITICALACCOUNTING POLICIES AND ESTIMATES**

Our critical accountingpolicies and estimates are as follows:

***Revenue Recognition****.*We recognize ourrevenue primarily from two sources: (i) product revenue, whichincludes sales from our radiopharmacies, and (ii) service revenue,primarily from our international imaging businesses and ourcardiology management services.  Management makes fewestimates or judgments in the recording of revenues and as such fewif any changes are expected in the recording of revenues. Revenues are booked based upon delivery of product to ourcustomers.  Since most of our products are compounded withradioactive materials, most have a very short useful life ofapproximately six hours.  Due to this short life and the factthat most items are ordered for specific patients based on adoctor’s prescription, we receive very few returns ofproduct.  These returns are generally handled in the samemonth so future revenues are not impacted and no significantallowances for returns are necessary.  Service revenues arebooked at the time of service.  Allowances are made forcontracts and bad debts in the same month as the service revenue isbooked.  Service revenues constitute less than 3% of ouroverall net revenues.

***Estimating Valuation Allowances for DoubtfulAccounts****.*Thepreparation of financial statements requires our management to makeestimates and assumptions on the collectibility of our accountsreceivable. Management specifically analyzes historical bad debts,customer concentrations, customer credit-worthiness, currenteconomic trends, aging of accounts and changes in payment termswhen evaluating the adequacy of the allowance for doubtfulaccounts. Any changes in these estimates or assumptions could causematerial differences in recorded allowances. During the secondquarter of 2002 we increased our bad debt reserves for the imagingbusiness in an amount of $7.0 million to better reflect our currentestimates of collectibility.

15

----

***Valuation ofLong-Lived Assets and Goodwill.*** We assess the impairment of identifiable intangibles, long-livedassets and related goodwill and enterprise level goodwill wheneverevents or changes in circumstances indicate that the carrying valuemay not be recoverable. Factors we consider important which couldtrigger an impairment review include the following:
|           | •     | significantunderperformance relative to expected historical or projectedfuture operating results;           |
|--------------------------------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                   | •     | significant changes in themanner of our use of the acquired assets or the strategy for ouroverall business; |
|                                                   | •     | significant negativeindustry or economic trends; and                                                        |
|                                                   | •     | our market capitalizationrelative to net book value.                                                        |

When we determine that thecarrying value of intangibles, long-lived assets and relatedgoodwill and enterprise level goodwill may not be recoverable basedupon the existence of one or more of the above indicators ofimpairment, we measure any impairment based on a projectedundiscounted cash flow method using a discount rate determined byour management to be commensurate with the risk inherent in ourcurrent business model. Net intangible assets, long-lived assets,and goodwill amounted to $147.0 million as of June 30,2001.

Through December 31, 2001,the cost in excess of net assets of acquired businesses is beingamortized on a straight-line basis over periods of 15 to 40years.

In the first quarter of2002, Statement of Financial Accounting Standards(“SFAS”) No. 142, “Goodwill and Other IntangibleAssets” was effective and as a result, we ceased amortizingapproximately $30.5 million of goodwill. We had recordedapproximately $1.8 million of goodwill amortization during thesix months ended June 30, 2001.  Under the provisions of theStatement, we did not record amortization related to any post-June30, 2001 acquisitions. In lieu of amortization, we are required toperform an initial impairment review of our recorded intangiblesand goodwill in 2002 and an annual impairment review thereafter. Wecompleted our initial review during the first and second quarter of2002, and there was no adjustment to intangible assets recordedbalances or estimated useful lives, and no adjustments togoodwill. 

**NETSALES**

Net sales increased 31.1%,or $44.9 million, to $189.3 million for the three months ended June30, 2002 and increased 27.6%, or $78.4 million, to $362.9 millionfor the six months ended June 30, 2002. Both of our businesssegments had sales growth during the quarter.  U.S. PharmacyServices revenue increase was primarily due to same storeradiopharmacy growth.  The sales growth for Internationaloperations was primarily from acquisitions and growth in our Taiwanbusinesses.  Cardiolite sales represented $95.8 million and$79.9 million, or approximately 50.6% and 55.3%, of our total salesduring the quarters ended June 30, 2002 and 2001, respectively.Cardiolite sales represented $184.4 million and $156.9 million, orapproximately 50.8% and 55.1%, of our total sales during the sixmonths ended June 30, 2002 and 2001, respectively.
|                                |                                                                                      | **Revenues****                  Three Months Ended June30, ** |
|--------------------------------|--------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |                | **2002**                                                                                                                                                | **2001** |   |
|                                |
| U.S.Pharmacy Services Business |                                                                                      | $178,125                                                                                                                                                | $137,633 |   |
| International Operations       |                                                                                      | 11,197                                                                                                                                                  | 6,744 |   |
|                                |
| Total                          |                                                                                      | $189,322                                                                                                                                                | $144,377 |   |
|                                |
|                                |                                                              | **Revenues****               Six Months Ended June 30,** |     |
|--------------------------------|--------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|----------|
|                                |            | **2002**                                                                                                                       | **2001** |   |
|                                |
| U.S.Pharmacy Services Business |                                                              | $342,127                                                                                                                       | $270,840 |   |
| International Operations       |                                                              | 20,773                                                                                                                         | 13,630   |   |
|                                |
| Total                          |                                                              | $362,900                                                                                                                       | $284,470 |   |
|                                |                                                         |

***U.S.Pharmacy Business***

Net sales increased 29.4%,or $40.5 million, to $178.1 million for the three months ended June30, 2002 and by 26.3%, or $71.3 million to $342.1 million for thesix months ended June 30, 2002. This increase was driven primarilyby increased sales of cardiology imaging agents.  For thethree months ended June 30, 2002 sales related to cardiologyimaging agents increased 16.3%, or $16.0 million, and by 14.3%, or$27.7 million for the six months ended June 30, 2002 both as aresult of price and volume increases.  This business also hadoncology sales increases of 50.8%, or $8.2 million for the threemonths ended June 30, 2002, and 38.8%, or $12.1 million for the sixmonths ended June 30, 2002.  Acquisitions made during 2001accounted for the remainder of the increase for this businessduring 2002.

16

----

***International Operations***

Net sales increased 66.0%,or $4.5 million, to $11.2 million for the three months ended June30, 2002 and by 52.4%, or $7.1 million to $20.8 million for the sixmonths ended June 30, 2002. Acquisitions accounted for the majorityof the sales increase.  Net sales at our existing centers orfacilities were slightly higher during the quarter and year to dateprimarily as a result of higher pharmacy sales in certaincountries.  The Taiwan market did have higher same storesales, which increased 6% both for the quarter and year todate.

**GROSSPROFIT**

Gross profit increased37.5%, or $16.5 million, to $60.6 million for the three monthsended June 30, 2002 and by 34.0%, or $29.3 million to $115.6million for the six months ended June 30, 2002.  Ourconsolidated gross profit margin as a percentage of sales improvedto 32.0% for the three months ended June 30, 2002 as compared to30.5% for the same period in 2001 and increased to 31.9% for thesix months ended June 30, 2002 as compared to 30.3% for the sameperiod in 2001. The increase for the quarter and year to date wasdriven by continued improvement in product mix, price increases,and operating efficiencies in our radiopharmacy network andincreased margins from new businesses in the Pharmacy ServicesBusiness.
|                                |                                                                                                                    | **                  Gross Profit Three Months Ended June 30, ** |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |                     | **2002**                                                                                                                                                       | **2001** |   |
|                                |                                                                                                               |
| U.S.Pharmacy Services Business |                                                                                                                    | $56,238                                                                                                                                                        | $41,240 |   |
| International Operations       |                                                                                                                    | 4,269                                                                                                                                                          | 2,817 |   |
|                                |                                                                                                               |
| Total                          |                                                                                                                    | $60,594                                                                                                                                                        | $44,057 |   |
|                                |                                                                                                               |
|                                |                                                                                                                                | **                 Gross Profit Six Months Ended June 30, ** |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |                       | **2002**                                                                                                                                               | **      2001** |   |
|                                |                                                                                                                           |
| U.S.Pharmacy Services Business |                                                                                                                                | $107,791                                                                                                                                               | $80,692 |   |
| International Operations       |                                                                                                                                | 7,807                                                                                                                                                  | 5,584 |   |
|                                |                                                                                                                           |
| Total                          |                                                                                                                                | $115,598                                                                                                                                               | $86,276 |   |
|                                |                                                                                                                           |

***U.S.Pharmacy Business***

Gross profit increased36.6%, or $15.1 million, to $56.3 million for the three monthsended June 30, 2002 and increased 33.6%, or $27.1 million, to$107.8 million for the six months ended June 30, 2002. Gross profitmargin as a percentage of sales improved to 31.6% for the threemonths ended June 30, 2002 as compared to 30.0% for the same periodin 2001 and improved to 31.5% for the six months ended June 30,2002 as compared to 29.8% for the same period in 2001. This grossprofit margin increase for the quarter and year to date was dueprimarily to improved margins associated with new businesses, suchas the production and distribution of FDG (fluorodeoxyglucose), andhigher margins associated with recent acquisitions.  Theseinitiatives accounted for .9% of the overall margin increase on ayear to date basis.  The remainder of the gross profit marginincrease was the result of continued leveraging of ourradiopharmacy network; we continue to successfully increase volumeswithout comparable increases in material, labor and deliverycosts.

17

----

***International Operations***

Gross profit increased51.5%, or $1.5 million, to $4.3 million for the three months endedJune 30, 2002 and increased 39.8%, or $2.2 million, to $7.8 millionfor the six months ended June 30, 2002.  Our gross profitmargin as a percentage of sales decreased to 38.1% for the threemonths ended June 30, 2002 compared to 41.8% for the same period in2001 and decreased to 37.6% for the six months ended June 30, 2002as compared to 41.0% for the same period in 2001. Margin growth atour existing radiopharmacy sites decreased in the quarter and yearto date in 2002, which was offset by improving margins at imagingsites. Our margins were also reduced by acquired businesses, whichhave a lower margin than our existing businesses. 

**OPERATING, SELLING ANDADMINISTRATIVE EXPENSES**

Operating, selling andadministrative expenses increased 78.1%, or $18.4 million, to $42.0million for the three months ended June 30, 2002 and increased by64.0%, or $29.0 million to $74.4 for the six months ended June 30,2002.  The ratio of these expenses to net sales for thequarter was 22.2% compared to 16.3% for the same period in2001. For the six months ended June 30, 2002 the ratio was20.5% compared to 15.9% for the comparable period in 2001.Acquisitions in the U.S. pharmacy services business caused themajority of the increase.  In addition, we incurred higherCorporate costs primarily from increased IT costs associated withnew systems and increased telecommunications expenses. Theunallocated corporate expenses include $5.0 million in costsassociated with certain severance agreements and costs associatedwith the proposed merger agreement with Cardinal Health Inc. Alsoincluded in these unallocated corporate expenses are certainincentive bonuses, which have increased in 2002 as compared to theprior year period.
|                                |                                                                                                                    | **Operating, Selling andAdministrative Expenses** |     |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|----------|
|                                |                                                                                                                    | **Three Months Ended June 30, **             |
|                                |                     | **2002**                                          | **2001** |   |
|                                |                                                                                                               |
| U.S.Pharmacy Services Business |                                                                                                                    | $28,931                                           | $18,907  |   |
| International Operations       |                                                                                                                    | 3,213                                             | 2,103    |   |
| UnallocatedCorporate           |                                                                                                                    | 9,864                                             | 2,574    |   |
|                                |                                                                                                               |
| Total                          |                                                                                                                    | $42,008                                           | $23,584  |   |
|                                |                                                                                                               |

 
|                                |                                                                                                                          | **Operating, Selling andAdministrative Expenses** |     |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|----------|
|                                |                                                                                                                          | **Six Months Ended June 30, **               |
|                                |                      | **2002**                                          | **2001** |   |
|                                |                                                                                                                     |
| U.S.Pharmacy Services Business |                                                                                                                          | $54,153                                           | $36,579  |   |
| International Operations       |                                                                                                                          | 5,830                                             | 4,114    |   |
| UnallocatedCorporate           |                                                                                                                          | 14,376                                            | 4,659    |   |
|                                |                                                                                                                     |
| Total                          |                                                                                                                          | $74,359                                           | $45,352  |   |
|                                |                                                                                                                     |

*** ***

18

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***U.S.Pharmacy Business***

Operating, selling andadministrative costs increased 53.0%, or $10.0 million, to $28.9million for the three months ended June 30, 2002 and increased48.0%, or $17.6 million, to $54.2 million for the six months endedJune 30, 2002.  The quarter and year to date increase was dueprimarily to increased costs associated with acquired businesses,which accounted for $4.0 million of this increase for the threemonths and $7.4 million for the six months ended June 30, 2002.Costs associated with opening new FDG production facilities(cyclotrons), used in the production of FDG, accounted for anadditional $0.9 million for the three months and $2.3 million forthe six months ended June 30, 2002.  The remainder of theincrease is the result of increased costs in our radiopharmacynetwork, due to increased volumes and growth.  As a percentageof sales, operating, selling and administrative expenses increasedfrom 13.5% in 2001 to 15.8% in 2002 for the six months ended June30, 2002. 

***International Business***

Operating, selling andadministrative expenses increased 52.8%, or $1.1 million, to $3.2million for the three months ended June 30, 2002 and increased41.7%, or $1.7 million, to $5.8 million for the six months endedJune 30, 2002. These expenses increased primarily as a result ofnew businesses and start-up centers. As a percentage of sales,these expenses decreased from 30.2% in 2001 to 28.1% in2002. 

**DEPRECIATION ANDAMORTIZATION**

Depreciation andamortization increased 32.4%, or $1.2 million, to $4.8 million forthe three months ended June 30, 2002 and increased 31.1%, or $2.3million, to $9.6 million for the six months ended June 30, 2002.The majority of the increase both for the quarter and year to datewas attributable to our pharmacy services business, primarily innew FDG production facilities and new businesses, with an increaseof $0.7 million for six months ended June 30, 2002 and $1.5 millionfor the six months ended June 30, 2002. Depreciation also increasedfor our corporate operations, primarily for new IT systems costswith an increase of $0.3 million for the three months ended June30, 2002 and $0.7 million for the six months ended June 30, 2002.The prior year expenses included goodwill amortization of $1.5million for the three months ended June 30, 2002 and $3.1 millionfor the six months ended June 30, 2002.
|                                |                                                                                                                          | **Depreciation andAmortization**      |     |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------|---------------------------------------|----------|
|                                |                                                                                                                          | **Three Months Ended June 30, ** |
|                                |                      | **2002**                              | **2001** |   |
|                                |                                                                                                                     |
| U.S.Pharmacy Services Business |                                                                                                                          | $2,391                                | $1,658   |   |
| International Operations       |                                                                                                                          | 746                                   | 602      |   |
| UnallocatedCorporate           |                                                                                                                          | 1,652                                 | 1,356    |   |
|                                |                                                                                                                     |
| Total                          |                                                                                                                          | $4,789                                | $3,616   |   |
|                                |                                                                                                                     |
|                                |                                                                                                                          | **Depreciation andAmortization**    |     |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------|-------------------------------------|----------|
|                                |                                                                                                                          | **Six Months Ended June 30, ** |
|                                |                      | **2002**                            | **2001** |   |
|                                |                                                                                                                     |
| U.S.Pharmacy Services Business |                                                                                                                          | $4,670                              | $3,190   |   |
| International Operations       |                                                                                                                          | 1,560                               | 1,479    |   |
| UnallocatedCorporate           |                                                                                                                          | 3,372                               | 2,654    |   |
|                                |                                                                                                                     |
| Total                          |                                                                                                                          | $9,602                              | $7,323   |   |
|                                |                                                                                                                     |

19

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**ACQUISITION OFBUSINESSES**

The summary below ofacquisitions that we made in 2002 and 2001 reflect acquisitionsmade by our continuing operations and discontinuedoperations.  We have not made any amendments to this sectionto reflect the discontinuation of our CMI operations and certainoverseas locations announced on June 14, 2002.

During the second quarterof 2002, we acquired a radiopharmacy for a purchase price of $4.0million of which $3.5 million was allocated to goodwill and theremainder to other assets. In addition, we acquired a business,which provides health physics services to clinics and hospitalsthat handle radioactive materials for a purchase price of $0.6million.

During the second quarterof 2001, we entered into a management service agreement with anoncology clinic in Brazil for an investment of $1.8 million. In addition, we acquired a distributor and manufacturer ofradiopharmaceuticals in Australia for a purchase price of $0.7million plus the assumption of $0.2 million of debt.

**LIQUIDITY AND CAPITALRESOURCES**

We had cash, cashequivalents and investments of $18.1 million at June 30, 2002compared to $29.5 million at December 31, 2001. Total debt was$207.5 million at June 30, 2002 compared to $226.7 million atDecember 31, 2001, a reduction of $19.2 million. We had a positivecash flow from operations of $45.5 million during the first sixmonths of 2002.  We used a portion of this cash flow to paydown debt balances. Working capital decreased to $75.1 million from$115.7 million at December 31, 2001 primarily due to increasedaccruals for severance related charges in continuing anddiscontinued operations and asset write downs for anticipatedlosses on the sale of discontinued operations.

On January 17, 2002, wecompleted an asset securitization agreement using the tradereceivables as collateral. Under this facility, we sell ourreceivables generated from our U.S. radiopharmacy operations to awholly-owned subsidiary, Syncor Financing Corporation, which inturn sells the receivables to a third party. These securedborrowings resulted in interest savings for the quarter ended June30, 2002 of approximately $0.2 million. At June 30, 2002, we had$64.3 million extended on this $65 million agreement. In addition,we had borrowings of $88.0 million outstanding on our $167.5million credit line. Based upon our current acquisition and capitalplans we believe we have sufficient resources available to fund our2002 capital needs.

As further described innote 3, if the merger agreement is terminated, we could be requiredto pay Cardinal Health termination fees ranging from $4.0 millionto $24.1 million.  If this obligation becomes payable, weexpect to pay such amounts using our borrowing capacity under ourexisting credit agreements.

**FORWARD LOOKINGSTATEMENT**

Except for the historicalinformation and discussions contained herein, statements containedin this Report on Form 10-Q may constitute "forward lookingstatements" within the meaning of the Private Securities LitigationReform Act of 1995.  These statements involve a number ofrisks, uncertainties and other factors that could cause actualresults to differ materially, including: our pending acquisition byCardinal Health; changes in the regulation of the healthcareindustry at either or both of the federal and state levels; changesor delays in reimbursement for our services by governmental orprivate payers; our failure to continue to develop and market newproducts and services and to keep pace with technological change;competitive pressures; failure to obtain or protect intellectualproperty rights; quarterly fluctuations in revenues and volatilityof our stock price; our ability to attract and retain keypersonnel; currency risks; dependence on certain suppliers; ourability to successfully manage acquisitions and alliances; legal,political and economic changes; and other risks, uncertainties andfactors discussed  in the "Risk Factors" section in the AnnualReport on Form 10-K/A-1 for December 31, 2001 and elsewhere herein,in our other filings with the SEC or in materials incorporated byreference.  Given these uncertainties, undue reliance shouldnot be placed on such forward-looking statements.

**Item 3.**

**QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISKS**

Interest income earned onour investment portfolio is affected by changes in the generallevel of U.S. interest rates. Our line of credit borrowingseffectively bear interest at variable rates and therefore, changesin U.S. interest rates affect interest expense incurred thereon.Changes in interest rates do not affect interest expense incurredon our fixed rate debt. There have been no significant changes inthe debt instruments from the table as filed in the annual reporton Form 10-K/A-1 at December 31, 2001.

20

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**PART II.  OTHERINFORMATION**

ITEM 4.  SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 17, 2002, theCompany held its annual meeting of stockholders.  Threeproposals were presented to the stockholders for theirapproval.  The following summarizes the proposals and theresults of the voting:
| 1.                      | Election ofDirectors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                 |
|          | The first proposal was toelect Monty Fu, Dr. Henry N. Wagner, Jr., and Ronald A. Williams asdirectors for additional three-year terms.  The stockholdersvoted to re-elect the three directors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|          |                                                                  | **FOR                   ** | **WITHHOLD** |
|--------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|--------------|
|          |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                           |              |
|          | MontyFu                                                                                                                                          | 17,705,763                                                                   | 4,024,255    |
|          | Dr. Henry N. Wagner,Jr.                                                                                                                                                                                                                                                       | 17,709,217                                                                   | 4,029,801    |
|          | Ronald A.Williams                                                                                                                                                                                                                | 17,701,951                                                                   | 4,028,067    |
| 2.                      | Selection of IndependentAuditors                                                                                                                                              |
|--------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                                               |
|          | The second proposal was toratify the selection of KPMG LLP as the Company’s independentauditors for the 2002 fiscal year.  The stockholders ratifiedthe selection: |
|                                                                              | **FOR                    ** | **AGAINST** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                              | 20,010,594                                                                         | 1,719,424   |
| 3.      | The third proposal was toapprove the Employee Stock Purchase Plan.  The stockholdersapproved the Plan: |
|----------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                                              | **FOR                   ** | **AGAINST** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                              | 19,657,794                                                                   | 2,072,224   |

21

----

**ITEM 6.  EXHIBITSAND REPORTS ON FORM 8-K**
| (a)                           | Exhibits                          |
|--------------------------------------------------------|-----------------------------------|
|           |                                   |  |
|                                                        | 10.      | MaterialContracts |
|           |                                   |  |
|                                                        |                                   | 10.1      | Syncor InternationalCorporation Corporate Officers Incentive Plan for 2002, filed asExhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2002,and incorporated herein by reference. |
|           |                                   |  |  |
|                                                        |                                   | 10.2      | Amendment to StockIncentive Plans of Syncor International Corporation, effective asof March 22, 2002, filed as Exhibit 10.2 to the Form 10-Q for thequarter ended June 30, 2002, and incorporated herein byreference. |
|                                                        |                                                             | 10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Agreement and Plan ofMerger, dated June 14, 2002, by and among Cardinal Health, Inc.,Mudhen Merger Corp., and the Company, filed as Exhibit 2.1 to theForm 8-K filed June 21, 2002, and incorporated herein byreference.                           |
|--------------------------------------------------------|-------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        |                                                             | 10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | First Amendment to RightsAgreement, dated as of June 14, 2002, between the Company andAmerican Stock Transfer & Trust Company as Rights Agent, filedas Exhibit 2.2 to the Form 8-A/A filed June 19, 2002, andincorporated herein by reference. |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        |                                                             | 10.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Syncor InternationalCorporation Employee Stock Purchase Plan, effective January 1,2003, filed as Appendix I to the Proxy Statement filed April 29,2002 and incorporated herein by reference.                                                       |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        | 11.                           | Statement re: Computation of Per Share Earnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        |                                                             | Computation can be clearlydetermined from the material contained in Part I of this Form10-Q/A-1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        | 99.                           | AdditionalExhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        |                                                             | 99.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Certification of CEO andCFO Regarding Quarterly Report on Form 10-Q/A-1.                                                                                                                                                                           |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (b)                           | Reports on Form 8-K filedin the Quarter Ended June 30, 2002 |
|           |                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                        |                                                             | Form 8-K, filed on June21, 2002 (Items 5 and 7), disclosing the Company’s enteringinto an Agreement and Plan of Merger, dated June 14, 2002, by andamong the Company, Cardinal Health, Inc., and Mudhen Merger Corp.,the Support/Voting Agreements entered into between Cardinal Healthand Monty Fu and Robert G. Funari, the text of a joint pressrelease issued by the Company and Cardinal Health regarding theAgreement and Plan of Merger, and the text of a press release bythe Company announcing its intention to sell its ComprehensiveMedical Imaging division and that it intended to take a chargerelating to certain imaging assets, the reorganization of itsinternational operations and other operating charges. |

22

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**SIGNATURE**

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registranthas duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
|                                                                                                                                                                                                                                                                                                                                                                                         | **Syncor InternationalCorporation**                                                                                                                                                                                                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                         |                     (Registrant)                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             |
| October 11,2002                                                             | By:  /s/ WilliamP.Forster                                            |
|                                                                                                                                                                                                                                                                                                                                                                                         |        WilliamP. Forster                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                         |        SeniorVice President and Chief Financial Officer                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                         |        (PrincipalFinancial/Accounting Officer)                                                                                                                                                                                                                     |

23

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**CERTIFICATION OF CHIEF EXECUTIVEOFFICER**

I, Robert G. Funari,certify that:
|         | 1. |       | I have reviewed thisquarterly report on Form 10-Q/A-1 of Syncor InternationalCorporation;                                                                                                                                                                                                                                     |
|--------------------------------------------|----|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 2. |                                | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report; and |
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 3. |                                | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport.                        |

Date:  October 11,2002
|                                                                                            | By/s/Robert G.Funari                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       Robert G.Funari       President and Chief ExecutiveOfficer                                                                                                                                                     |

**  **

**CERTIFICATION OF CHIEF FINANCIALOFFICER**

I, William P. Forster,certify that:
|                                            |    |                                |                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------|----|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         | 1. |       | I have reviewed thisquarterly report on Form 10-Q/A-1 of Syncor InternationalCorporation;                                                                                                                                                                                                                                     |
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 2. |                                | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report; and |
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 3. |                                | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport.                        |

Date:  October 11,2002
|                                                                                            | By/s/William P.Forster                                              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       William P.Forster       Sr. Vice President and ChiefExecutive Officer                                                                                                                                                              |

****

****24

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**Exhibit99.1**

**Certification of CEO and CFORegarding Quarterly Report on Form 10-Q/A-1For the Quarter Ended June 30, 2002**

          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18U.S.C. Section 1350, as adopted), Robert G. Funari, Chief ExecutiveOfficer of Syncor International Corporation (the "Company"), andWilliam P. Forster, Chief Financial Officer of the Company, herebycertify that, to the best of their knowledge,
|         | 1. |         | The Company's QuarterlyReport on Form 10-Q/A-1 for the period ended June 30, 2002 (the"Covered Report"), which this Certification accompanies, fullycomplies with the requirements of Section 13(a) or Section 15(d) ofthe Securities Exchange Act of 1934; and             |
|--------------------------------------------|----|--------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |    |                                            |                                                                                                                                                                                                                                                                             |
|         | 2. |                                            | The information containedin the Covered Report fairly presents, in all material respects,the financial condition of the Company at the end of the periodcovered by the Covered Report and results of operations of theCompany for the period covered by the Covered Report. |

Dated:  October 11,2002
|                                                                                                                   | /s/ Robert G.Funari                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Robert G.Funari                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | President and ChiefExecutive Officer                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | /s/ William P.Forster                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | William P.Forster                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Sr. Vice President andChief Financial Officer                                                                                                                                                                                                                                               |

25

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